Sale of the Firm definition

Sale of the Firm means (i) the consummation of a Sale of the Company; or (ii) both (x) a person or a group of persons acting as a “group” for purposes of the federal securities laws (an “Acquirer”), other than MDP and its Affiliates, becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company’s or its successor’s board of directors or similar governing body, and (y) in connection therewith, MDP and/or its Affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP’s ownership interest in the Company or its successor (any such transaction by MDP and/or it Affiliates is referred to herein as an “MDP Liquidity Event”) on a non-pro rata basis. Notwithstanding the foregoing, a “Sale of the Firm” shall not occur if an Acquirer consummates a transaction (a “Contribution Transaction”) in which (i) the Acquirer’s asset management business with assets under management of at least $100 billion is combined with the Company’s asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction. If Employee’s Engagement is terminated by the Company without Cause, or by the Employee for Good Reason (if Employee is party to an employment agreement providing for termination for Good Reason) during the 12 months following the consummation of a Contribution Transaction, then all Deferred Units of Employee shall be Vested Deferred Units upon termination of Employee’s Engagement.
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Sale of the Firm means (i) the consummation of a Sale of the Company; or (ii) both (x) a person or a group of persons acting as a “group” for purposes of the federal securities laws (an “Acquirer”), other than MDP and its Affiliates, becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company’s or its successor’s board of directors or similar governing body, and (y) in connection therewith, MDP and/or its Affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP’s ownership interest in the Company or its successor (any such transaction by MDP and/or it Affiliates is referred to herein as an “MDP Liquidity Event”) on a non-pro rata basis. Notwithstanding the foregoing, a “Sale of the Firm” shall not occur if an Acquirer consummates a transaction in which (i) the Acquirer’s asset management business with assets under management of at least $100 billion is combined with the Company’s asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction.
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Examples of Sale of the Firm in a sentence

  • On the Closing Date, the Company will pay the Representatives a non-accountable expense allowance equal to two percent (2%) of the aggregate gross proceeds to the Company from the Sale of the Firm Shares (the ‘‘Non-accountable Expense Allowance’’) less any advances on such Non-accountable Expense Allowance contemplated by Sections 9(a) and 9(b) of the Letter of Intent, and such reasonable verifiable accountable expenses.

  • On the Closing Date, the Company will pay the Representatives a non-accountable expense allowance equal to two percent (2%) of the aggregate gross proceeds to the Company from the Sale of the Firm Units (the "Non-accountable Expense Allowance") less any advances on such Non-accountable Expense Allowance contemplated by Sections 9(a) and 9(b) of the Letter of Intent, and such reasonable verifiable accountable expenses.

  • The restrictions set forth in this Section 2 shall continue with respect to each Deferred Class A Unit and each share of Stock until the consummation of a Sale of the Firm or such restrictions otherwise lapse pursuant to Section 2(b).

Related to Sale of the Firm

  • date of the making of the offer means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.

  • Sale of the Artwork means the transfer of title and ownership of the Artwork to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Sale of the Company means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Sale of services means furnishing or agreeing to furnish services and includes making arrangements to have services furnished by another.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Sale of the Painting means the transfer of title and ownership of the Painting to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Notified Action shall have the meaning set forth in Section 7.04(a) of this Agreement.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.

  • Asset Sale Offer shall have the meaning specified in Section 4.14.

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Specified Action has the meaning set forth in Section 3.4.2.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Proposed Transaction is defined in Section 6.2(a).

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Strategic Transaction means a transaction or relationship in which the Company issues Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Subsequent Fixed Rate Period means for the initial Subsequent Fixed Rate Period, the period commencing on April 1, 2022 and ending on and including March 31, 2027 and for each succeeding Subsequent Fixed Rate Period, the period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including March 31 in the fifth year thereafter.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.